Brian R Niccol Form 4 CHIPOTLE MEXICAN GRILL / Brian R Niccol ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Niccol Brian R

(Last) (First) (Middle)

C/O CHIPOTLE MEXICAN GRILL, INC.

610 NEWPORT CENTER DRIVE

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CHIPOTLE MEXICAN GRILL INC [ CMG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/12/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
common stock	07/12/2021		M(1)		10,000	A	$352.18	37,524	D
common stock	07/12/2021		F(2)		2,202	D	$1,599.9	35,322	D
common stock	07/12/2021		S(1)		1,000	D	$1,600.3688(3)	34,322	D
common stock	07/12/2021		S(1)		800	D	$1,601.3877(4)	33,522	D
common stock	07/12/2021		S(1)		300	D	$1,602.7633(5)	33,222	D
common stock	07/12/2021		S(1)		312	D	$1,603.7623(6)	32,910	D
common stock	07/12/2021		S(1)		112	D	$1,604.7995(7)	32,798	D
common stock	07/12/2021		S(1)		560	D	$1,606.4276(8)	32,238	D
common stock	07/12/2021		S(1)		246	D	$1,607.9055(9)	31,992	D
common stock	07/12/2021		S(1)		916	D	$1,608.604(10)	31,076	D
common stock	07/12/2021		S(1)		505	D	$1,609.7217(11)	30,571	D
common stock	07/12/2021		S(1)		503	D	$1,610.8236(12)	30,068	D
common stock	07/12/2021		S(1)		778	D	$1,611.8528(13)	29,290	D
common stock	07/12/2021		S(1)		250	D	$1,612.748(14)	29,040	D
common stock	07/12/2021		S(1)		377	D	$1,614.1619(15)	28,663	D
common stock	07/12/2021		S(1)		211	D	$1,614.9959(16)	28,452	D
common stock	07/12/2021		S(1)		723	D	$1,616.4283(17)	27,729	D
common stock	07/12/2021		S(1)		205	D	$1,617.1654(18)	27,524	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2018 Make-Whole SOSAR	$352.18	07/12/2021		M			10,000	03/05/2019	03/25/2025	common stock	10,000	$0	28,280	D

Explanation of Responses:

1. This stock appreciation rights exercise and sale was executed under the terms of a Sales Plan intended to comply with Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended.

2. Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon exercise of the stock appreciation right.

3. Reflects a weighted-average price. Actual sales prices ranged from $1,600.00 to $1,600.91 per share.

4. Reflects a weighted-average price. Actual sales prices ranged from $1,601.00 to $1,601.90 per share.

5. Reflects a weighted-average price. Actual sales prices ranged from $1,602.27 to $1,603.15 per share.

6. Reflects a weighted-average price. Actual sales prices ranged from $1,603.31 to $1,604.14 per share.

7. Reflects a weighted-average price. Actual sales prices ranged from $1,604.70 to $1,604.89 per share.

8. Reflects a weighted-average price. Actual sales prices ranged from $1,606.11 to $1,607.09 per share.

9. Reflects a weighted-average price. Actual sales prices ranged from $1,607.11 to $1,608.02 per share.

10. Reflects a weighted-average price. Actual sales prices ranged from $1,608.14 to $1,609.13 per share.

11. Reflects a weighted-average price. Actual sales prices ranged from $1,609.27 to $1,610.14 per share.

12. Reflects a weighted-average price. Actual sales prices ranged from $1,610.3250 to $1,611.22 per share.

13. Reflects a weighted-average price. Actual sales prices ranged from $1,611.50 to $1,612.36 per share

14. Reflects a weighted-average price. Actual sales prices ranged from $1,612.60 to $1,612.91 per share.

15. Reflects a weighted-average price. Actual sales prices ranged from $1,613.70 to $1,614.57 per share.

16. Reflects a weighted-average price. Actual sales prices ranged from $1,614.74 to $1,615.73 per share.

17. Reflects a weighted-average price. Actual sales prices ranged from $1,615.98 to $1,616.91 per share.

18. Reflects a weighted-average price. Actual sales prices ranged from $1,616.98 to $1,617.17 per share.

Remarks:

For each transaction on this Form 4 that is reported at a weighted-average price, the filing person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.

	/s/ Helen Kaminski, pursuant to power of attorney previously filed	07/14/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.